Ault Alliance will Distribute Approximately 0.83 Shares of
Common Stock and Warrants to Purchase 0.83 Shares of Common Stock
of TurnOnGreen, Inc., with a Record Date of April 15, 2024
Ault Alliance, Inc. (NYSE American: AULT), a diversified holding
company, (“Ault Alliance” or the “Company”), hereby announces an
update on its final distribution (the “Final Distribution”)
related to securities of TurnOnGreen, Inc., formerly Imperalis
Holding Corp. (OTC: IMHC) (“TurnOnGreen”). In the initial
distribution, Ault Alliance stockholders received forty (40) shares
of TurnOnGreen common stock and warrants to purchase forty (40)
shares of TurnOnGreen common stock (the “TOG Securities”)
and in the second distribution, stockholders of the Company
received fifteen (15) TOG Securities for each share of common stock
of the Company that they owned on the record date.
The Company distributed 58,610,760 TOG Securities in the initial
distribution and another 56,404,515 TOG Securities in the second
distribution, for an aggregate of 115,015,275 TOG Securities
distributed, leaving another 24,984,725 TOG Securities to be
distributed in the Final Distribution.
The Company has set a record date of April 15, 2024 (the
“Record Date”) and a payment date of April 29, 2024 (the
“Payment Date”) for the Final Distribution, with the Payment
Date being subject to adjustment.
Based on the number of shares of common stock of the Company
(the “AAI Common Stock”) issued and outstanding on the
Record Date, each stockholder of the Company will receive
approximately 0.83 TOG Securities for each share of AAI Common
Stock owned on the Record Date.
Based on the closing prices of TurnOnGreen common stock and
warrants of $0.0155 and $0.0015, respectively, as of the close of
business on Monday, April 15, 2024, the market value of the 0.83
shares of TurnOnGreen common stock and warrants to purchase 0.83
shares of TurnOnGreen common stock would result in a dividend of
approximately $0.0141 per share of AAI Common Stock.
The Company will not issue fractional shares in connection with
the Final Distribution. Stockholders who would otherwise hold
fractional shares because the number of shares of AAI Common Stock
they hold before the Final Distribution is not evenly divisible by
the ratio will be entitled to receive a cash payment (without
interest and subject to applicable withholding taxes) from our
exchange agent handling the Final Distribution (the
“Distribution Agent”) in lieu of such fractional shares. The
cash payment is subject to applicable U.S. federal and state income
tax and state abandoned property laws. Stockholders will not be
entitled to receive interest for the period of time between the
Record Date and the Payment Date.
The Company currently anticipates that, in lieu of issuing
fractional shares, the aggregate of all fractional shares otherwise
issuable to the holders of record of AAI Common Stock on the Record
Date shall be issued to the Distribution Agent for the TOG
Securities, for the accounts of all holders of record of AAI Common
Stock otherwise entitled to have a fraction of a share of
TurnOnGreen issued to them. The sale of all fractional interests
will be effected by the Distribution Agent as soon as practicable
after the Payment Date on the basis of prevailing market prices of
the TurnOnGreen common stock at the time of sale. After such sale,
the Distribution Agent will pay to such holders of record their pro
rata share of the net proceeds (after customary brokerage
commissions and other expenses) derived from the sale of the
fractional interests.
The registration statement related to the distributions of the
TOG Securities has been declared effective by the Securities and
Exchange Commission.
“We are pleased to complete the Final Distribution to our
stockholders,” said Milton C. Ault, the Company’s Executive
Chairman. He added that “We believe that we have now demonstrated
to not only our stockholders but to the public in general that we
have fulfilled our publicly issued commitment regarding the TOG
Securities. Further, we intend to assist TurnOnGreen in its
application to list its shares of common stock on a national
securities exchange once it meets either Nasdaq’s or the NYSE
American’s initial listing criteria.”
This press release is for informational purposes only and shall
not constitute an offer to sell or exchange nor the solicitation of
an offer to buy shares of the Company’s common stock or any other
securities of the Company. The Final Distribution is not being made
to any person in any jurisdiction in which the offer, solicitation
or sale is unlawful. Any distribution of the TOG Securities will be
made only by means of the applicable registration statement and the
prospectus included therein.
For more information on Ault Alliance and its subsidiaries, Ault
Alliance recommends that stockholders, investors, and any other
interested parties read Ault Alliance’s public filings and press
releases available under the Investor Relations section at
https://www.ault.com/ or available at https://www.sec.gov/.
About Ault Alliance, Inc.
Ault Alliance, Inc. is a diversified holding company pursuing
growth by acquiring undervalued businesses and disruptive
technologies with a global impact. Through its wholly and
majority-owned subsidiaries and strategic investments, Ault
Alliance owns and operates a data center at which it mines Bitcoin
and provides mission-critical products that support a diverse range
of industries, including metaverse platform, oil exploration, crane
services, defense/aerospace, industrial, automotive,
medical/biopharma, consumer electronics, hotel operations and
textiles. In addition, Ault Alliance extends credit to select
entrepreneurial businesses through a licensed lending subsidiary.
Ault Alliance’s headquarters are located at 11411 Southern
Highlands Parkway, Suite 240, Las Vegas, NV 89141;
www.ault.com.
About TurnOnGreen, Inc.
TurnOnGreen designs and manufactures innovative, feature-rich,
and top-quality power products for mission-critical applications,
lifesaving and sustaining applications spanning multiple sectors in
the harshest environments. The diverse markets that TurnOnGreen
serve include defense and aerospace, medical and healthcare,
industrial, telecommunications, and e-Mobility. TurnOnGreen brings
decades of experience to every project, working with its clients to
develop leading-edge products to meet a wide range of needs.
TurnOnGreen’s headquarters are located in Milpitas, CA;
www.TurnOnGreen.com
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements generally include
statements that are predictive in nature and depend upon or refer
to future events or conditions, and include words such as
“believes,” “plans,” “anticipates,” “projects,” “estimates,”
“expects,” “intends,” “strategy,” “future,” “opportunity,” “may,”
“will,” “should,” “could,” “potential,” or similar expressions.
Statements that are not historical facts are forward-looking
statements. Forward-looking statements are based on current beliefs
and assumptions that are subject to risks and uncertainties.
Forward-looking statements speak only as of the date they are made,
and the Company undertakes no obligation to update any of them
publicly in light of new information or future events. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors. More
information, including potential risk factors, that could affect
the Company’s business and financial results are included in the
Company’s filings with the U.S. Securities and Exchange Commission,
including, but not limited to, the Company’s Forms 10-K, 10-Q and
8-K. All filings are available at https://www.sec.gov/ and on the
Company’s website at https://www.ault.com/.
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Contacts: IR@Ault.com or
1-888-753-2235
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